Following the introduction of the euro in Bulgaria, the capital of commercial companies previously registered in Bulgarian lev has been automatically converted into euro by the Registry Agency. However, this does not relieve companies of their obligation to update their articles of association, memoranda of association or statutes to reflect the capital and shares in euro.
The Law on the Introduction of the Euro in the Republic of Bulgaria (“Euro Introduction Act”) establishes a specific deadline for complying with this obligation. Failure to comply may also result in administrative penalties.
What is the deadline?
Commercial companies must bring their constitutional and corporate documents into compliance with the Euro Introduction Act within 12 months from the date of introduction of the euro, i.e. by 31 December 2026.
For limited liability companies (OOD and EOOD), this means adopting and filing an updated articles of association or memorandum of association reflecting:
- the share capital in euro;
- the value of the shares in euro;
- the distribution of shares among the shareholders.
For joint-stock companies (AD) and partnerships limited by shares (KDA), the statutes must be updated to reflect the share capital and the nominal value of the shares in euro.
In some cases, the deadline applies earlier
Although 31 December 2026 is the ultimate statutory deadline, many active companies may be required to update their documents significantly earlier.
Under the Euro Introduction Act, the updated articles of association, memorandum of association or statutes must be submitted together with the first subsequent application for registration, deletion or announcement filed with the Bulgarian Commercial Register.
In practice, this means that if, before the end of 2026, a company intends to:
- appoint or replace a managing director;
- change its registered office or address;
- admit or remove a shareholder;
- transfer company shares;
- increase or decrease its capital;
- apply for the registration or announcement of another circumstance or corporate document,
the update of its corporate documents to reflect the euro should not be postponed until 31 December.
The Registry Agency has already converted the capital – why does the company need to take further action?
The Registry Agency automatically converts the amount of registered share capital in the Commercial Register into euro. For limited liability companies, joint-stock companies and partnerships limited by shares, this conversion is carried out automatically in accordance with the Euro Introduction Act.
However, the Registry Agency does not automatically amend the content of a company’s articles of association, memorandum of association or statutes.
As a result, a company may find that its capital is already displayed in euro in the Commercial Register, while its existing constitutional documents continue to state the capital and shares in Bulgarian lev.
It is precisely this discrepancy that companies are required to rectify within the statutory deadline.
Are there penalties for missing the deadline?
Yes. The Euro Introduction Act contains general administrative penalty provisions applicable to breaches for which no specific penalty has been prescribed.
For a responsible individual, the law provides for a fine ranging from BGN 100 to BGN 1,000. In the event of a repeated violation, the fine ranges from BGN 200 to BGN 2,000.
For a legal entity, an administrative pecuniary sanction ranging from BGN 150 to BGN 1,500 may be imposed. In the event of a repeated violation, the sanction ranges from BGN 300 to BGN 3,000.
Ironically, given the subject matter, the law still states the fines in Bulgarian leva. For violations committed after the introduction of the euro, the applicable sanctions should be paid in euro, with the equivalents being as follows:
For the responsible individual, the law provides for a fine ranging from EUR 51.13 to EUR 511.29, and in the event of a repeated violation – from EUR 102.26 to EUR 1,022.58. For a legal entity, the law provides for a financial penalty ranging from EUR 76.69 to EUR 766.94, and in the event of a repeated violation – from EUR 153.39 to EUR 1,533.88.
Importantly, the imposition of a penalty does not eliminate the underlying obligation. The company will still be required to bring its corporate documents into compliance with the law.
Which companies are affected?
The conversion requirements apply to commercial companies whose registered capital was denominated in Bulgarian lev before the introduction of the euro, including:
- single-member limited liability companies (EOOD);
- limited liability companies (OOD);
- joint-stock companies (AD);
- single-member joint-stock companies (EAD);
- partnerships limited by shares (KDA).
Companies incorporated after the introduction of the euro register their capital directly in euro and therefore do not have previously registered capital in Bulgarian lev that needs to be converted.
Conversion is not always as simple as dividing the capital by 1.95583
The conversion is not merely a mathematical exercise. The law requires the process to be carried out in a manner that does not affect the rights or percentage participation of shareholders.
In companies with several shareholders, rounding the value of individual shares may result in a discrepancy between the total registered capital and the aggregate value of the converted shares.
For this reason, the Euro Introduction Act allows, in certain circumstances, the converted capital of a limited liability company to be adjusted by up to 5% where this is necessary to preserve the shareholders’ rights. The appropriate corporate resolution must be adopted and the articles of association amended accordingly.
The Registry Agency has also provided practical guidance on different approaches to restructuring the number and nominal value of shares in such cases.
Is a state fee payable?
No state fee is charged for the announcement of updated articles of association or statutes in connection with the conversion of the company’s capital under Article 32 of the Euro Introduction Act.
This does not mean, however, that the procedure is always purely formal. Companies with multiple shareholders, unusual capital structures or a need to adjust the amount or structure of their shares may require an individual legal assessment.
As a general rule, no state fee should be payable. However, where adjustments to the company’s capital or the number and/or nominal value of the shares are required, the specific procedure may result in additional fees being due.
Key points at a glance
The final deadline is 31 December 2026. However, if a company files another application with the Commercial Register before that date, the updated corporate documents must generally be submitted at that earlier stage.
The Registry Agency has automatically converted the registered amount of capital into euro, but it does not update the company’s memorandum of association, articles of association or statutes on its behalf.
Failure to comply may result in a fine for the responsible individual and an administrative pecuniary sanction for the company. Repeated violations are subject to increased penalties.
How can G&P Law assist?
The Corporate Law team at G&P Law provides comprehensive legal assistance to companies in bringing their share capital and corporate documents into compliance with the requirements arising from Bulgaria’s adoption of the euro.
Our services may include reviewing the company’s registered capital and ownership structure, calculating the relevant amounts in euro, determining the appropriate capital structure, preparing shareholder or sole-owner resolutions, updating the memorandum of association, articles of association or statutes, and representing the company before the Bulgarian Commercial Register.
For companies with multiple shareholders or more complex ownership structures, it is particularly important to ensure that the conversion is carried out without altering the proportions of ownership and without creating subsequent corporate or accounting inconsistencies.
Contact the lawyers and legal professionals at G&P Law for assistance with converting your company’s capital into euro and updating its corporate documents.
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